FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT (the "First Amendment") is made as of
October 24, 1996, by and between Lube & Wax Ventures, L.L.C. ("L&W"), a Delaware
limited liability company and Astor Corporation ("Astor"), a Delaware
corporation.
WHEREAS, L&W and Astor are parties to that certain Agreement (the
"Agreement"), dated as of October 1, 1996; and
WHEREAS, L&W and Astor desire to amend the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to
legally bind themselves and their respective successors and permitted assigns,
L&W and Astor do hereby amend the Agreement as follows:
1. Section 4.5 of the Agreement shall be deleted in it's entirety. Any
security interest created under Section 4.5 of the Agreement prior to the date
of this First Amendment is hereby terminated.
2. Section 4.6 of the Agreement shall be amended to change the amount of
the Default Letter of Credit by deleteing the tern "One Hundred Seventy-Five
Thousand Dollars ($175,OOO)" and replacing it with the term "Two Million Five
Hundred Thousand Dollars ($2,500,000)". L&W hereby agrees to surrender the
outstanding Default Letter of Credit in connection with the issuance of the new
Defau1t Letter of Credit in the amount of Two Million Five Hundred Thousand
Dollars ($2,500,000).
3. Capitalized terms not otherwise defined herein shall have the meanings
given them in the Agreement.
4. Except as modified herein, all terms, conditions and covenants of the
Agreement shall remain in full force and effect. This First Amendment may be
executed in multiple counterparts, all of which when taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date first above written.
LUBE & WAX VENTURES, L.L.C. ASTOR CORPORATION
By: /s/ X.X. Xxxxxxx By: /s/ Xxxxxx X. Suave
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Name: /s/ X.X. Xxxxxxx Name: /s/ Xxxxxx X. Suave
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Title: Exec. Comm Title: Vice President
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By: /s/ R. E. Xxxxxx
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Name: R.E. Xxxxxx
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Title: Exec. Comm
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